A/N First off, sorry for not updating sooner, but my computer refused to turn on a few days ago. I was fortunate that I was able to save the data on my hard drive. That included four chapters(including this one), parts of several others, and notes to all and some future chapters of this story, in various stages of writing and editing. I've also had to do some other writing, so the few times I had access to a computer, I've had to work on other things that I needed to get done (as much as I wanted to work on this). I thought the chapter that Penny describes how she almost broke up with Leonard was going to be the long one, nope. This one is. So, please let me know what you think. And I don't own any of these characters, I just play with them.

Chapter 29 Penny's Realization

"Alex?" Leonard was puzzled, "What did she have to do with anything? I didn't have a problem with her until she asked me out."

Penny smiled. "No, Leonard, you, and I, had a problem with her the first day you met her. You, in you own sweet innocent way, just didn't notice."

"What?" Leonard looked confused, "What do you mean the first day, and I didn't see a problem between the two of you at the apartment. What are you talking about?"

"Leonard," Penny said softly, "I saw the two of you in the cafeteria that day at lunch."

"What you doing there?" Leonard demanded. "How did you even know she was there?"

"OK, let me explain this, it wasn't intentional." Penny said, trying to calm him. "Amy called Sheldon, I had put make-up on her and she wanted to show him how good she looked. Alex answered the phone, but Sheldon hadn't told Amy his assistant was a girl. So Amy got worried that she might make a move on Sheldon-yeah, I laughed too-so she was going to go to Sheldon's office and wanted me to come with her."

"We went and there was no one in Sheldon's office, Amy figured, by his normal schedule, he may be at lunch. We were standing outside the cafeteria, looking in while you were talking to Alex." Penny looked a bit guilty. "I only came with Amy and she was looking for Sheldon, once she understood she had nothing to worry about, she told me I had a problem. I wasn't spying on you, I promised."

Leonard gave her a small smile and nodded.

"Watching you two, I started to worry. The way you two were joking around, I had this memory of that first night in your apartment with Priya. You were both laughing, giggling, talking away. Leonard, she was attracted to you."

What? No...no...Oh wait..." Leonard hung his head, remembering her asking him to dinner. "But, not back then."

"Yes, even back then," Penny smirked. "I knew she was hitting on you. Which is why I was asking you about your day when you got home. I knew what had happened, and I wanted to see if you were going to say something. When you didn't, even with several hints, I knew it was because one of two reasons. Either it meant so little to you it didn't even register, or you were trying to hide it. You don't have a very good record of trying to hide something like that, and with no reaction from you, all it could be was you didn't understand what was going on." Penny smiled at him.

Leonard gave an embarrassed smile. "I didn't even think about that when you were asking."

"That's what I meant by your sweet innocent way." Penny smiled, then her voice became serious, "On the way home from the university, Amy tried to get me to admit Alex flirting with you bothered me. I told her it didn't matter, because I didn't even know where we were as a couple...remember this was when I was trying to figure out my feelings. She kept pressing me and finally I just blurted out, that it bothered me."

"She said it had to do with some part of my brain trying to use reason to figure out my feelings about you, but my limbic system was now lusting after you, because someone else wanted you. Looking back on it now, I think that is the point where I started to get my feeling for you together."

"What do you mean?"

Penny thought back, "Well, that was the last day, I wasn't sure, if we should be together. I still wasn't sure was love was, but I wanted to be with you. From that point on, the feeling I should break up with you just kind of went away and the feeling that we should be together replaced it. Not all at once, but I never seriously thought of breaking up with you again, and my feelings for you just got stronger and stronger."

"Then she said something about an Armadillo, and started laughing, it didn't make any sense to me," Penny shook her head sadly. "All I know was I was worried. A week before I'd almost broken up with you, because I wasn't sure, and now I was jealous and scared. When Sheldon brought her home, I had no idea what to do. She was taking about some physics thing and I didn't know what she was talking about and you did, and I felt so stupid. All I know was I wanted to have sex with you. I guess my limbic system was taking over."

"You told her something about woking with me and how we had been working on a five year experiment," Leonard giggled. "She thought you were my assistant."

Penny looked amazed, then started giggling. "Like that could ever happen." Penny started looking thoughtful, "But that was why I was worrying, again, that I was too dumb for you."

Leonard said reassuringly, "Penny, don't ever think that."

"I can't help it," said Penny. "I'm not sure I'll ever get over that feeling."

"That's silly Penny."

"Leonard, let me ask you something," Penny paused. "Do you ever think you'll stop worrying about the big, good looking athletic guys that talk to me?"

Leonard thought about it, "OK, I see your point, but I've been feeling less and less like that over the past year, well, except for that English guy"

Penny smiled, "Yeah, well so have I, except for Alex, so were even there. But, I think it's always going to be there, for both of us. That means we just have to work harder to make the other feel more comfortable and convince them that there isn't anything to worry about, right?"

Leonard smiled, "Right."

I did do one thing about feeling stupid though," Penny said. "It was the next day that I registered for the history class. I felt so inadequate and thought maybe if I started going to school, it would help how I felt about where we were. It had only been a week into the semester, so I wasn't that far behind.

Leonard looked at her thinking, She decided to go to school, to make her feel better about our relationship. She's doing things for the two of us. A small smile started. "OK, but I don't want to talk about it. I was wrong to try to correct you without you asking me. I'm sorry, but it wasn't just that week, you got an A the next week and mostly Bs and a few Cs the rest of the class. So you obviously just needed to work into it."

She was chewing her bottom lip, "Leonard?"

"What?"

"I had help," she said guiltily.

"What? Who?"

"Amy and Bernadette, they helped me write the first two papers." She was embarrassed, but needed to tell him. "I didn't want to do badly, and I'd been out of school so long, I was so worried. I didn't want you to help me, I knew you would go overboard on helping. So when you helped , I yelled at you, but I knew you were right. I had to have someone help me. So, I kinda forced them to help me."

Leonard looked at her sternly, "What do you mean?"

"I kinda made them write it for me, I was mean to them," she looked down. "They basically wrote the first two papers, but after those two papers, they told me they wouldn't write anymore. They said they would explain things, help me locate or find things for research, but wouldn't write any more. So everything after the first two weeks, was mine. With their help, I also did well on the tests, and even with those two papers taken out, I still had a B. I owe them a lot."

Leonard smiled at her. Don't worry, I think the important thing there was I learned to not bother you when you asked me to stay away, and they helped you more by refusing to write it. I never said you were stupid though. I tried to get you to go, so you would get over your insecurity about not having enough education. I never looked down on you because you didn't have enough education."

"I know, Leonard, the school stuff was all my insecurities," Penny said with frustration. "With Alex though, it was different, it was like Priya all over again. Alex was smart, AND beautiful, like Priya and she appeared to be much funnier than Priya, as you were laughing with her. The difference was I wasn't dating you when you got together with Priya, she wasn't going to take you away me, as I didn't have you. With Alex, I was dating you, and I thought you might dump me, something I never had worried about before. I couldn't compete with everything Alex had."

"Penny, it's not a competition," said Leonard softly, looking at her. "I love YOU, I want to be with YOU. Not Alex."

"I know, I can be awfully silly," said Penny. She stopped and looked at him "Leonard, I'm going to return to Alex and being insecure, so you don't have to reassure me every time, OK? I know I don't have to worry about you now, just let it go when I talk about it."

Leonard smiled and nodded.

Penny paused for a few seconds, trying to figure out where to go from here. "I told you that last bit, because it was around this time that I started worrying a bit about us, well, more you. With Alex, I was wondering if you were going to go after her. I know what you just said, but remember, this was last fall and we had the strange summer, and I didn't know what I was thinking. You asked about my insecurities and I just want to be honest with you. I'm going to tell you more about the insecurities, but I have some other things to tell you first."

Penny thought about what was next, and tried to smile, but she was looking at Leonard and tears started forming. Leonard saw this and became concerned, "What's wrong Penny?"

Now she smiled, "Leonard, what I have to say next is really wonderful. I'm tearing up because it makes me so happy. It's the exact moment I understood how much you meant to me. How much I wanted you in and to be a part my life. If I knew then, what I know now, I'd say I finally realized I loved you."

Leonard looked at her with a bemused smile on his face. "And when did this major realization occur?

She looked slyly at him, "That first day I visited you in your lab"

Leonard looked astounded. "What? How did that happen?"

"Leonard, the other day, Bernie explained to me that at some point in a relationship, both people have to be putting effort into it, for it to work." Penny was trying to say this just right, "That may have been part of my problem with it. It was a couple of weeks after that night I almost broke up with you. I was talking to Amy and Bernie, and they made me understand the weird expectations I had. I would be your boyfriend, if you made me happy. That was your job, to make me happy. My job was to let you make me happy."

Seeing him shake his head, she smiled. "I know, it's silly. I was telling them I didn't want to go to the costume party. They told me I needed to get interested in the things you did, work, hobbies, all that. After all, you'd go to movies I liked, go shopping with me, all those other things you did for me, and I hadn't been doing anything for you."

"So, that's when I decided, one thing I could do, to start, was to finally go and see your lab. Penny choked up and started tearing up, "I mean, I'd gone with Dave to the lab, and in the four years since, I still hadn't been to see yours. I look back now and I feel so...so... just so shitty. I was so unfair to you. I wasn't doing anything for you."

Leonard grabbed her hands and squeezed them.

"So I made up my mind I was going to come and visit you, as a surprise," she said with determination. "I might not understand it, but figured I'd at least get something out of it. I'll be honest, and tell you that a small thought in the back of my mind was thinking of keeping you away from Alex, while I was there, but I never saw her."

Leonard look at Penny with exasperation.

Penny saw it, "I know, I know, I'm sorry." Penny felt chagrined, but she continued, "I was really uncomfortable when I first got there. I didn't understand anything but the pencil sharpener. Then you started explaining the pencil in the air and all that other stuff and while I didn't understand it, it was just so amazing. Your excitement came through, how smart you were came through and it made me feel excited about you. I had been missing an excitement in our relationship, and now here it was, but it wasn't sexual."

Penny looked at him feeling foolish. "You have to know that it wasn't the same type of excitement that I thought should be in a relationship. See, I was still thinking of love in terms of sex, and the excitement I felt, in the lab, had nothing to do with sex. For the first time I thought that feelings didn't just have to be about sex. That wanting someone, wanting to see them happy, to make them happy, was something more special. I finally understood, to some degree, everything you had done for me. Yes, you probably wanted sex, but it wasn't just about sex. Everything you continued to do for me, how much you cared for me. I almost started to cry. I felt like such an idiot.

Penny giggled, "The feeling was so strong, it made me so horny. That's why I jumped you right there in the lab. I felt so wonderful. Leonard, all my previous relationships had been based on sex, even that first one with you. All those overwhelming feelings that day, were the first time I ever thought of love as other actions and feelings that had nothing to do with sex, and yet, it made me horny, it made me want you. I didn't yet understand that."

"A few days later, I came back and you were doing the experiment with the iron ball," Penny smiled remembering. "And I was still excited. I still didn't have a good idea of what exactly love meant, but I dimly saw that all those non-sexual feelings were more important than the idea of sex. Still, it made me horny and I wanted you again. I don't know if I'm explaining it very well."

Leonard was concentrating on what Penny was saying, "No, no, I'm getting a good idea of what you were thinking."

Penny chuckled, "Remember the phone booth in the comic book store?

Leonard just shook his head. "That was a model of a TARDIS, not a phone booth, it was from 'Dr. Who'."

Penny was adamant, "It looked like a phone booth. What I was trying to say, was about six months before, you were trying to get me to agree that our one time in the ocean was wild sex."

"Yeah, so?"

Penny smiled at him, "Well, within a week we did it in your lab twice and the phone booth twice."

"I told you it's a TARDIS."

The exasperation in her voice was obvious, "Leonard, I'm trying to explain to you that you finally have had sex in a strange place, two of them in fact, and you're worried about what I call the phone booth?"

Leonard started to say something, then stopped, he looked sheepish, "Yeah, OK, I was being pedantic, you know how I can be."

"Well, for the next month, all I could think about was what did all these new thoughts and feelings mean. Could I actually be in love? I didn't know, I wasn't sure, I've told you why. I did know my feelings for you were changing." Penny smiled, "I found myself thinking about you. What was so different was those thoughts were more of things I could do for you, things I wanted to do for you. How I wanted to be with you. It was all non-sexual, something that I didn't think possible."

Leonard was thinking about it.

Penny continued, "I'm not sure how long it would have been before saying I love you. You know my problems saying it. If I hadn't been so upset...you really pissed me off, thinking I was doing something for you to be jealous about."

"Hold on Penny, that's unfair." Leonard's voice sounded slightly angry. "You know why I felt that way. You didn't give me any indication that we were a permanent thing. You never said I love you, the way things went over the summer, all of it. Not to mention the way you seemed to enjoy those guys hitting on you. You'd smile, flirt back, what was I supposed to think?"

"OK, yeah, I know, I haven't been a model girlfriend," Penny said, "but you had to know I was spending much more time with you. Did I ever leave you, when I got hit on?"

"No," he said, "but..."

"But, nothing," a touch of anger in her voice. "I would never do something like that, and you know it. You know I don't like cheaters, why would you think I would do that?"

"I don't know, that was just my feeling, how was I supposed to know better?" Leonard asked. "Remember, I had that feeling you were just waiting for something better? You know how I was. I'm sorry, I was jealous and worried."

Penny noticed the 'was', then she remembered how she felt about Alex, and she instantly became contrite, "Yes, you were, and it's my fault for not clarifying, and I'm sorry Leonard. I've since learned how you felt. It ties into how insecure I became. I'll talk more about it in a bit, but even with your worries, I'm sure you thought that I did love you."

"Yeah, deep down I knew it, even if you hadn't said it yet," Leonard allowed. "It's just I was so upset by the guys that hit on you, and I thought that English guy was hitting on you, but when I talked to Alex about it..."

"You did what?" Penny demanded.